Appendix One: Legal Structures. Eric Lucas / Mark Paterson August 2010
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1 Appendix One: Legal Structures Eric Lucas / Mark Paterson August 2010
2 What structures are available for the Special Purpose Vehicle? Limited Partnership Company Unincorporated joint venture Trust
3 Limited partnership Limited partners hold shares in the partnership General partner is a company Limited partner Limited partner Limited partner Limited partner General partner General partner manages the limited partnership Management Limited partnership Limited partners hold shares/voting rights in the general partner Assets and operations
4 Limited partnership Governed by: Partnership agreement Investment mandate Board and Constitution of the general partner Limited partners not involved in day-to-day management Limited partners vote on key strategic decisions: Changes to partnership agreement/investment mandate Appointment of Board of general partner Approving engagement of contract manager
5 The limited partnership has 3 key advantages Liability of limited partners is limited to their capital contribution: Limited partners may not take part in day-to-day management General partner has unlimited liability for the limited partnership s obligations Flow-through treatment for tax purposes May allow income to be tax-exempt for limited partners with charitable status, or subject to Maori Authority tax rate of 19.5% Change in limited partners may trigger taxable event Governed by clear Act of Parliament Also possible to apply more flexible governance structures depending on what the partners want
6 Company structure Shareholders and investors provide debt and equity capital Share holder/ investor Share holder/ investor Share holder/ investor Share holder/ investor Share holder/ investor Equity capital confers voting rights in proportion to shareholding Operation of Company overseen by Board of Directors Company is a separate legal entity Company Assets and operations Equity or debt capital
7 The Company structure offers greater flexibility of funding options Key advantages: Well-understood and straightforward to set up Flexibility of funding options (equity, bank funding, external debt, preference shares, etc.) Entry and exit of investors is generally straightforward Shareholders agreement can be prepared to govern relationship between investors Other aspects: Company subject to 30% corporate tax Investors may have to pay tax on dividends if not imputed No flow-through tax treatment for shareholders
8 Unincorporated joint venture Participants in the JV make a joint agreement to undertake a particular transaction(s) A UJV is not a separate legal entity UJV is treated as transparent for tax purposes. participant Shares UJV Operator Co. participant Management services participant UJV participant Capital investment Assets and operations
9 Unincorporated joint venture key points Income and expenses are attributed to the participants in accordance with the terms of the joint venture agreement (e.g. generally in proportion to the amount invested). Participants in an UJV will be liable for the obligations of the UJV (generally on the same basis) Can limit this by participants entering JV via a company UJV is not a separate legal entity Funding options are limited to the ability of its participants to provide funding Joint ventures are not commonly used in NZ as an investment vehicle, due to the complexity and the large capital contribution needed. Participants generally incorporate a management company overseen by a Board
10 Trust Trust is a legal arrangement rather than a separate legal entity Constituted with settlor, trustees and beneficiaries Corporate trustee Trust can borrow but cannot issue equity Trustees are personally liable for the trust Beneficiaries may be required to guarantee trust obligations beneficiary beneficiary beneficiary Management services Corporate trustee Trust Assets and operations beneficiary Loans advanced
11 Trust key points Trustee has fiduciary interest to act in best interest of beneficiaries and in accordance with Trust Deed Board of corporate trustee would sign resolutions for any actions to be taken by management Exit/entry more complicated than other structures
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